1 MURRAY BE IT Harper Macleod LLP Solicitors The Ca?d?oro 45 Gordon Street GLASGOW G1 3PE 15 April, 2014 Our Ref: Your Ref: Dear i rs, John Peter Grant of Rothiemurchus and James Patrick Grant, Younger of Rothiemurchus The Scottish Ministers Parts of Rothiemurchus Upper Forest Complex, Rothiemurchus Estate, Aviemore, Inverness- shire On behalf of and as instructed by our clients (1) John Peter Grant of Rothiemurchus residing at The Doune of Rothiemurchus, by Aviemore, lnverness?shire and (2) James Patrick Grant, Younger of Rothiemurchus residing at The Caretaker?s Flat, Drumintoul Lodge, Coylumbridge, Aviemore, Inverness?shire (who for their respective rights and interests are together hereinafter referred to as ?the Seller?), we hereby accept the terms of your Offer dated Fifteen April Two thousand and fourteen (the "Offer") on behalf of your clients, The Scottish Ministers ("the Purchaser), to purchase from the Seller those parts of the Rothiemurchus Upper Forest Complex, Rothiemurchus Estate, Aviemore, Inverness-shire more particularly described in the Offer and that at the Douceur price of SEVEN MILLION TWO HUNDRED AND EIGHTY THOUSAND ONE HUNDRED AND FOURTEEN POUNDS (?7,280,114) STERLING and we accordingly hold the bargain between the Seller and Purchaser as concluded on the basis of the Offer and this Letter. Yours faithfully ABM Ross Andrew Simpson Murray Beith Murray Murray Beith Murray 3 Glenfinlas Street Edinburgh EH3 6AQ 3 Glenfinlas Street, Edinburgh EH3 101312251200 F. 0131 225 4412 E. mbm@murraybeithcouk w. murraybeith.co.uk DX Edinburgh Partners Alexander Burnett, Ruthven Gemmell Carole lope John Scott Moncrietf W5, Peter Shandt, Andrew] Stephen, Hugh I?Younger WS Senior Associate Andrew Paterson Associates Richard Black W5, Alan Glazer, Ross A Simpson SeniorTax Manager Sean Cockbum Finance Director George Burns CA 140415 HARPER MACLEOD Wales Authorised and Regulated by the Law Society of Scotland Harper Macleod LLP Legal Advisers to the Glasgow 2014 Commonwealth Games Our ref: Your ref: Murray Beith Murray Solicitors 3 Glen?nlas Street Edinburgh EH3 GAQ 15 April 2014 Dear Sits As by Forestry Commission Scotland, we, on behalf of The Scottish Ministers (?the Purchaser?) hereby offer to purchase from your clients, JOHN PETER. GRANT OF ROTHJEMURCHUS, residing at The Doune of Rothiemurchus, by Aviernore, Inverness-shire and (ii) JAMES PATRICK GRANT, YOUNGER 0F ROTHJEMURCHUS, residing at The Caretaker?s Flat, Drumintoul Lodge, Coylurnbridge, Avie-more, Inverness-shire (who for their respective rights and interests are together hereina?er referred to as ?the Seller?) the Property aftermentioned and that on the following terms and conditions:? 1 De?nitions and Interpretation 1 . 1 De?nitions In the Mssives (as hereinafter de?ned) the following expressions shall have the following meanings:- ?1976 Subjects? means ALL and WHOLE the subjects more particularly described in, disponed by and shown outlined in red on the plan annexed and executed as relative to the Disposition by Robert Withington Pearson and Robert McArthur, Trustees acting under the Trust Deed in favour of John Peter Grant, the then Younger of Rothielnurchus (now John Peter Grant of Rothiernnrehus) dated TWenty second and Twenty ninth June and recorded in the Division of the General Register of Sasines applicable to the County of InVemess on Twentieth July both months in the year Nineteen hundred and seventy six; ?1985 Subjects" means ALL and WHOLE the subjects more particularly described in, disponed by and shown Harper Macleod LLP The Ca'd'oro. 45 Gordon Street. Glasgow G1 SPE Tel 1-44l0ll41 221 8588 Fax 225 4193 Email lnfo@harpennaclaod.cc.uk DX GWBS LP - 5. Glasgow 6 Glasgow Edinburgh Imemess GLASGOW 2014 1 x: cranium-u um Regulated by the Law Scum of Scotland. A [Isl at Its! rnemuam a! Harper Manned LLP '5 open to magnetron at me abate omen. Harper Monaco UP is partner-min mglelumn in SI:me Fingn?mud Nurr'lbar. Registered Met: The Ca'n?oro. 35 Gordon StreeL Gum G1 3P5 Official Supporter ?Af?davit? ?Army Lease? ?Badaguish Access Lease? ?Conclusion Date? ?Contaminant? ?Date of Entry? ?Date of Settlement? outlined in red on the plan annexed and executed as relative to the Disposition by Robert Witbington Pearson and Robert McArthur, Trustees acting under the Trust Deed of Trust in favour of John Peter Grant, the then Younger of Rothiemurchus (now John Peter Grant of Ro?iiemurchus) dated Twenty third November and Sixth December both months Nineteen hundred and eighty four and recorded in the said Division of the General Register of Sasines on Twenty eighth March Nineteen hundred and eighty ?ve; means a sworn affidavit by the said John Peter Grant of Rotbiemurchus in the form of the draft af?davit forming Part 5 of the Schedule; means the Minute of Leasc between John Peter Grant of and Others as Trustees acting under Deed of Trust by John Peter.Grant dated 26'h May 1980 and subsequont dates and The General O??icer Commanding Scotland (Army) dated 12 July 1989 and subsequent dates; means the lease arrangement between John Peter Grant of Rothiemurchus and Andrew MacKenzie relating to the access road (partly forming part of the Property) leading to the Badaguish Centre, Glenmore, by Aviernore details of which are outlined in copy letter by John Peter Grant of Rothiemurchus addressed to Andrew MacKenzie dated 12 November 1992 (unsigned), (ii) copy letter by John Peter Grant of Rothiemurehus addressed to Andrew MacKenzie dated 17 November 199?. (unsigned), (ii) my letter by John Peter Grant of Rothiemurchus addressed to Andrew MacKenzie dated 24 February 1993 (unsigned), copy letter by John Peter Grant of Rothiemurchus addressed to Andrew MacKenzie dated 10 May 1993 (unsigned); means the date of conclusion of the Missives; means any substances or organisms which alone or in combination with others are capable of causing harm or damage to property or to man or to other organisms or any waste material or substance; means Thursday 17 April 2014 or such other date as may be mutually agreed in writing; means the Date of Entry or, if later, the date upon which the Price is paid and the purchase of the Property is completed interms of the Missives; ?Disclosed Designations? ?Disclosed Schemes? ?Due Date? ?End Date? ?Environment? ?Environmental Laws? ?Glenmore? ?Leases? means the statutory designations affecting the Property, as more particularly detailed in Part 6 of the Schedule; means the periodical grants, subsidies and/or other payments paid or due in reapect of the Property as more particularly detailed in Part 7 of the Schedule (and ?Disclosed Scheme? shall be construed accordingly); means whichever is the later of the Date of Entry; and the date on which payment of the Price is due, having regard to the circumstances of the case, including any entitlement to withhold payment owing to non-performance by the Seller; means whichever is the earlier of the date falling 12 months after the Due Date and where the Property is resold following rescission, the date of entry under the contract of resale; means any land or water (including without limitation water in drains and Sewers) and air (including without limitation air within buildings and other natural or man made structures above or below ground); means any law relating to the Environment or to emissions, discharges or releases of Contaminants into the Environment or otherwise relating to the manufacture, processing, distribution, use, neannent, storage, disposal, transport or handling of Contaminants or the clean-up or other remediation thereof from time to time in force in the United Kingdom; means ALL and WHOLE the lands of Glenmore Forest in the United Parishes of Abemethy and Kincardine and County of Intremess being the subjects more particularly described in, disponed by and indicated by a boundary line marked in red on the conjoined sheets of the six inch Ordnance Survey plan relative to Disposition by The Most Noble Charles Henry Gordon Lennox Duke of Richmond Gordon and Lennox KG. and The Right Honourable Charles Henry Gordon Lennox Earl of March and Damley in favour of the Forestry Commissioners dated Ninth and twelfth November and recorded in the said Division of the General Register of Sasines on Sixteenth November Nineteen hundred and twenty three under exception of those parts previously conveyed; means (1) the Army Lease, (2) the Badaguish Lease and (3) the Loch Morlich Plantation Lease; ?Loch Morlich Plantation Inase?means the lease between James Craufuird Roger Inglis ?Long Term Forest Plan? ?Mnute? ?Mssives? ?Path Agreement? ?Parties? ?PIva ?Prescribed Rate? ?Price? and Robert Withington Pearson, Trustees acting under Deed of Trust by Lieutenant Coloael John Peter Grant M.B.E., of Rothiemurchus dated Sixteenth April Nineteen hundred and sixty six and registered in the Books of Council and Session on Sixteenth January Nineteen hundred and sixty seven in favour of Malcolm Hugh Dees McAlpine dated 13 March 1972 and subsequent dates, the tenant?s interest in which lease is new registered in the Land Register under Title Number 1NV3 0897; the Long Term Forest Plan 2011-2030 (FCS ref: 030900128); means Minute of Selection by Robert Withington Pearson and Robert McArthur as Trustees in favour of John Peter Grant1 the Younger of Rothiemurchus dated Twenty third November and Sixth December both months Nineteen hundred and eighty four; means the contract to be constituted by this offer and the acceptance thereof (or the quali?ed acceptance or acceptances and ?nal acceptance issued or exchanged pursuant to this o?er); means the Path Agreement between Cairngonns National Park Authority and John Peter Grant of Rothiemm'chus dated Twenty sixth November and Twenty ?rst December both months Two thousand and seven as varied by Minute of Variation of Path Agreement between Cairngorms National Park Authority and John Peter Grant of Rothiemurchus dated Ninth and Tenth July Two thousand and thirteen; means the Purchaser and the Seller (and ?Tarty? shall be construed accordingly); means the plan forming Part 1 of the Schedule; means the rate of interest equivalent to 4% per annum above the base lending rate from time to time of the Royal Bank of Scotland plc; means the douceur price of SEVEN MULLION TWO HUNDRED AND EIGHTY THOUSAND ONE HUNDRED AND POURTEEN POUNDS ?Property? ?Purchaser?s Solicitors? Subjects? ?Section 15 Agreement? ?Schedule? means ALL and WHOLE those subjects extending to 2,034.30 hectares or thereby comprising part of the Rothiemurchus Upper Forest complex, Rothiernurchus Estate, Aviemore, Invemess-shire shown delineated in green on the Plan under exception of the subjects hatched in black on the Plan; Together with all rights and subject to all reservations as detailed in the summary of New servitudes and real burdens forming Part 2 of the Schedule (in so far as relevant to the Property); means Harper Macleod LLP, The Ca?d?oro, 4-5 Gordon Street, Glasgow G1 SPE (reference or such other solicitors as the Purchaser may appoint in their place from time to time and who have been noti?ed in writing to the Seller?s SoIicitors; means ALL and WHOLE those subjects extending to 304 hectares or thereby known as the Loch Morlich Plantation belonging to the Trustees of the Rothiemurchus Estate Maintenance Trust which subjects form part of the Rothiernurchus Upper Forest complex, Rothiemurchus Estate, Aviernore, Inverness? shire and comprise the subjects more particularly described in, disponed by and shown outlined in red on the plan annexed and executed as relative to the Disposition by Robert Withington Pearson and Robert McArthur, Trustees acting under the Trust Deed in favour of John Peter Grant, the Younger of Rothiemurchus, The Honourable Granville Charles Gomer Gordon, Earl of Aboyne, Ewen Kennedy Cameron and The National Trust for Scotland, the Trustees of the Rothiernurchus Estate Maintenance Trust dated Twenty third November and Sixth December both months Nineteen hundred and eighty four and recorded in the said Division of the General Register of Sasines 0n Twenty eighth March Nineteen hundred and eighty ?ve under exception of the southmost of those two areas of ground shown outlined in red on the plan signed as relative to the lastmentiOned Disposition; means the Agreement between John Peter Grant of Rothiemurchus and the Nature Conservancy Council for Scotland dated Twenty and Twenty sixth and recorded in the Division of the General Register of Sasines for Inverness on Thirtyr ?rst all days March Nineteen hundred and ninety two; means the schedule annexed and executed as relative hereto; ?Seller?s Solicitors? ?Seller?s Sclicitors? Client Account? ?Trust Deed? ?Trust Subjects? Act? Group? means Murray Beith Murray, 3 Gleu?nlas Street, Edinburgh EH3 6AQ or such other solicitors as the Seller may appoint in their place from time to time and who have been noti?ed in writing to the Purchaser?s Solicitor; means the client account of the Seller?s Solicitors, being that held at The Royal Bank of Scotland pic, 36 St. Andrew Square, Edinburgh EH2 2YB with account name Murray Beith Murray Clients Account, sort code 83?06-08 and account number 00212086, or such other client account of the Seller?s Solicitors as is noti?ed (with all such relevant details) by the Seller or the Seller?s Solicitors to the Purchaser or the Purchaser?s Solicitors in writing not less than three Business Days before the Date of Settlement; means Deed of Trust by Lieutenant Colonel John Peter Grant M.B.B., of Rothiemurchus dated Sixteenth April Nineteen hundred and sixty six and registered in the Books of Council and Session on Sixteenth January Nineteen hundred and sixty seven; means ALL and WHOLE the subjects described in and disponed by (IN THE FIRST PLACE) in the Disposition by Lieutenant Colonel John Peter Grant MB.E., of Rothiernurchus in favour of James Craufuird Roger Inglis and Robert Withington Pearson, Trustees acting under the Trust Deed, dated Sixteenth April Nineteen hundred and sixty six and recorded in the said Division of the General Register of Sasines on Second February Nineteen hundred and sixty seven; means the Transfer of Undertakings (Protection of Employment) Regulations 2006; means Value Added Tax chargeable under the VAT Act or under the Sixth Council Directive of the Council of the European Communities (TWBBEIEC) or under any rule, regulation, order or instrument authorised to be made by that Act or by that Directive or any identical or substantially similar tax which may replace such Value Added Tax; means the Value Added Tax Act 1994; means two or more bodies corporate registered as a group for VAT purposes under Section 43 of the VAT Act; 1.2 2.1 2.2 2.3 ?Whitewell Croft? means ALL and WHOLE the subjects lcnowu as Whitewell Croft extending to 22.25 hectares or thereby being more particularly described in, disponed by and shown delineated in red 0n the plan relative to the Di5position by I ohn Peter Grant of (then the Younger of Rothiemmchus) dated Twentieth and Thirtieth August and recorded in the said Division of the General Register of Sasines on Isl/entry ?fth October both months Nineteen hundred and seventy nine; and ?Working Day? means any day excluding Saturday or Sunday on which Scottish clearing banks are open for business. Interpretation 1.2.1 Reference to a condition or clause shall be reference to a condition or clause of this offer, and references to any public or local statutes, legislation, regulations or orders thereunder shall be deemed to be references to such statute, legislation, regulation or order as it may ?cm time to time be amended or re- enacted; 1.2.2 Reference to the singular includes the plural, and vice versa, and reference to or use of one gender includes the others; 1.2.3 Where in this o?er statements are made concerning the Property, by acceptance hereof, the Seller shall be deemed to have warranted the accuracy of such statements whether or not this is expressly stated; 1.2.4 The headings to conditions and clauses contained in this offer are for ease of reference only and shall not affect the construction or interpretation of this offer; 1.2.5 Reference to ?validly executed? or ?duly executed? means executed in such a Way as to be valid and self proving in terms of the Requirements of Writing (Scotland) Act 1995; and. 1.2.6 The Schedule forms part of this offer. Price The Price shall be paid by the Purchaser no later than 1pm on the Date of Entry by instantaneous transfer of cleared funds to the Seller?s Solicitors? Client Account. A payment not made in accordance with the foregoing may be refused. If the Price or any part of the Price is not paid to the Seller on the Due Date, then notwithstanding consignation or that the Purchaser has not taken entry, interest shall run on the Price or part unpaid at the Prescribed Rate (calculated on a daily basis) until the date when payment of the Price has been made in full. In the event that the Purchaser fails to make full payment of the Price or the balance thereof outstanding with interest due thereon within fourteen days of the Date of Entry, the Seller shall have the sole option to treat the PurchaSer as being in material breach of 2.4 3.1 4.1 4.2 4.4 contract and to rescind the Missives without penalty and always reserving all rights and all claims competent to the Seller arising from the breach of contract by the Purchaser, including the Seller?s rights to claim all losses, damages and expenses sustained as a result of the Purchaser?s breach of contract including professional costs and outlays incurred by the Seller, their selling agents and solicitors and interest on the Price at the Prescribed Rate until the End Date. For the purposes of cornputing the Seller?s loss, the interest element of that loss shall be deemed to be a liquidate penalty provision exigible notwithstanding the exercise by the Seller of its entitlement to rescind the Missives as a result of the Purchaser?s breach of contract or any repudiation of the Missives by the Purchaser. All sums payable in terms of the Missives are expressed or referred to as exclusive of VAT. Where a charge to VAT arises the party who is the payee shall be obliged to furnish to the payer a pmperly drawn VAT invoice, and to receipt and return the same upon full payment thereof. VAT The Seller has not made any election in relation to the Property to waive the exemption from VAT under the VAT Act and undertakes that no such election will be made by them. Entry and Leases Entry to and actual vacant pOSSession of the Property, subject to all rights held by Scottish Natural Heritage (as successors to the Nature Conservancy Council for Scotland) in terms of the Section 15 Agreement and (ii) the Leases, will be given by the Seller to the Purchaser on the Date of Settlement In the event of the Seller failing to give entry and vacant possession timeously, without prejudice to any other rights or claims which the Purchaser may have, the Seller will indemnify the Purchaser in respect of any direct losses, expenses, charges and others incurred by the Purchaser as a result of such failure and the Purchaser shall have the right to resile from the Missives without penalty, liability or expense in the evont of the Seller failing to give entry and vacant possession within 21 days of the Date of Entry, under reservation to the Purchaser of the right to recover in damages all such losses, expenses, charges and others. A copy of the Section 15 Agreement has been exhibited to the Purchaser?s Solicitors as agents for the Purchaser and the PurchaSer is deemed to be entirely satis?ed with the terms thereof in all respects. A copy of the Badaguish Access Lease has been exhibited to the PurchaSer?s Solicitors as agents for the Purchaser and the Purchaser is deemed to be entirely satis?ed with the terms thereof in all respects. The Seller con?rms so far as they are aWare that the tenant under the Badaguish Access Lease is not in breach of any of its obligations under the Badaguish Access Lease nor has any material breach been committed previously. The Parties accept that whereas the rent under the Badaguish Access Lease is paid in advance, rent for the year 2014-2015 shall not be allocated and the Seller shall be entitled to retain such rent and the Purchaser shall not have any claim to any part thereof. 4copy of the Army Lease has been exhibited to the Purchascr?s Solicitors as agents for the Purchaser and the Purchaser is deemed to be entirely satis?ed with the terms thereof in all respects. A copy of the Loch Morlich Plantation Lease has been exhibited to the Purchaser?s Solicitors as agents for the Purchaser and the Purchaser is deemed to be entirely satis?ed with the tens thereof in all respects. Title Matters Planning and statute 5.1.1 The Seller con?rms to the best of their knowledge and belief there are no notices or orders under any public or local statutes or regulations adversely affecting the PrOperty. 5.1.2 The Seller is not aWare of any notices or orders affecting or likely to affect adjoining property which might be injurious to the enjoyment or amenity of the Property- Third party rights 5.2.1 The Seller con?rms so far as they are aware that there are no servitudes or wayleayes affecting the Property not disclosed in the title deeds. Employees 5.3.1 The Seller warrants that there are no employees in connection with the business carried on from the Property whose contracts of employment might be transferred on the Date of Settlement by operation of law to the Purchaser. 5.3.2 If any contract of employment has effect as if originally made between the PurchaSer and any person as a result of the provisions of TUPE or otherwise: the Purchaser may terminate such contract; and 5.3.2.2 the Seller shall indemnify and hold the Purchaser harmless against all demands that the Purchaser may suffer, incur, sustainreason of, on account of or arising out of such termination; or (ii) arising from such contract if the Purchaser does not terminate such contract. Grants and Subsidies 5.4.1 The Seller shall be entitled to receive all periodical grants, subsidies or other payments paid or due in reapect of Property for the period up to (and including) the Date of Entry. 5.4.2 Any obligation to repay any periodical grants, subsidies or other payments which have been paid in respect of the Property whether arising before or after the Date of Entry through any action or the fault or default of the Seller will be the responsibility of the Seller. 5.4.3 The Parties will cO-Uperate in completing any necessary successor application 6.1 7.1 7.2 7.3 forms to transfer obligations under any Disclosed Scheme so that with effect from the Date of Entry the Purchaser shall be responsible for observing and complying with the whole obligations thereunder and shall indemnify the Seller against any losses, costs, liabilities and expenses incurred by the Seller in respect of operations from and a?er the Date of Entry or through any action or the fault or default of the Purchaser. 5.4.4 Following the Date of Entry, the Parties will co-operate to ensure there is a fair allocation of the SRDP subsidies and other payments under the Disclosed Schemes currently claimed by the Seller in respect of the Property and the remaining parts of the lands and others of Rothiemurchus owned by the. Seller to the lands and others retained by the Seller it being understood that such subsidies and others shall cease to be payable in respect of the Property with effect from the Date of Entry but shall remain payable in respect of the said lands and others being retained by the Seller. Environmental The Seller con?rms to the best of their knowledge and belief that 6.1.1 the Property has not been used for the storage, disposal, dumping, or burial of any Contaminant at any time prior to the Date of Entry; and 6.1.2 there have been no notices or requirements under Environmental Law received and/or threatened in connection with the Property. Title and Records The Purchaser acknowledges that the title deeds for the Property (including the Section 15 Agreement and the Path Agreement) have been exhibited to the Purchaser?s Solicitors as agents for the Purchaser and the Purchaser is deemed to be entirely satis?ed as to all matters disclosed therein including all matters in relation to the validity and marketability of the Seller?s title to the Property, (ii) all descriptions, boundaries, (Whether lineal or spatial) and plans contained within the Seller's title, all title conditions, burdens, servitudes, rights of wayleave, access rights, rights in favour of third parties or others affecting the Property and (iv) the existence or otherwise of pecuniary payments exigible from the Property. . The Property will be conveyed subject to the existing reservations, conditiOns, servitudes and real burdens and conditions contained in the title deeds to the Property, the new reservations, conditions, servimdes and real burdens and conditions comprising pre-emption rights, access rights, fencing obligations and rights to service media all as set out in the Summary of New Servitudes and Real Burdens forming Part 2 of the Schedule (in so far as relevant to the Property) and any servitudes, wayleaves, rights of way and others affecting the Property, howsoever constituted. Insofar as parts of the Property extend to the parish boundary limit of the Parish of Duthil and Rothiemurchus and such parts are vested in the said John Peter Grant of Rothiemurchus by virtue of the Minute but may not form part of the subjects described in the 1976 Dispositioo or the 1985 Disposition, the said John Peter Grant of Rothiemurchus will grant andlor execute such deeds as the Purchaser may reasonably request and the Keeper of the Registers of Scotland may reasonably require in support of the Purchaser?s application for registration in respect of said parts of the Property. 10 7.4 7.5 The Purchaser acknowledges that there has been exhibited to the Purchaser?s Solicitors on behalf of the Purchaser copies of records pertaining to the Property (including a copy of the Long Term Forest Plan and the Disclosed Designations and Disclosed Schemes) and the Purchaser shall be deemed to haVe examined the same and the PurchaSer accepts that they are purchasing the Property on the basis that they have satis?ed themselves on all matters discloscd in them and that no additional information will be provided. In the dispositiou in favour of the Purchaser: 7-5.1 the Property will be described by reference to the Plan subject to a declaration which will generally provide as follows: 7.5.1.1 the lines of the boundary of the Property between the points T-Q and on the Plan extend only so far as the parish boundary of the Parish of Rothiernurchus and Duthjl, 7.5.1.2. the line of the boundary of the Property between the points on the Plan shall follow the line of the existing deer proof fence, 7.5.13 the line of the boundary of the Property between the points CZ-D on the Plan shall be 5 metres from the edge of the adjacent roadway so that the Property shall not include any part of such roadway or 5 metre strip of verge, ownership of which being retained by the said John Peter Grant of Rothiemurchus and his successors in title; and 15.2 warrandice will be quali?ed as follows: 7.5.2.1 only simple warrandice will be granted, and that by the said John Peter Grant of Rothiemurchus only, in respect of that part of the solurn of Loch Morlich lying within the Property and that area or piece of ground shown tinted yellow on the Plan, and 7.5.2.2 there will be excluded from absolute warrandice granted by the Seller the Leases and the tenants? rights under them, Cb) the Path Agreement, and all existing servitudes and rights of wayleave, rights of way which the general public may enjoy and the rights of suppliers of water, gas, electricity, lighting, telephone and other services in and to any service media within the Property and that Whether contained in the title deeds and whether formally constituted or not. RCIL The Seller shall deliver to the Purchaser a search in the Register of Community Interests in Land dated after the Conclusion Date disclosing no interest in respect of the Property or any part of it, and no notice of interest of any agricultural tenant in respect of ?ne Property or any part it; and if such search discloses an entry in relation to the Property, or any part of it, the Purchaser shall be entitled, but not obliged, to resile without penalty (exeept in relation to ant6cedent breach) from the Missivos by written notice to the Seller to that effect. ?11 9.1 9.2 10 10.1 11 Transfer of Risk The risk of damage to or destruction of the Property shall transfer to the Purchaser at the Date of Settlement. In the eyent of the timber on the Property or any substantial part thereof being destroyed or substantially damaged prior to the Date of Settlement then, at the option of the Purchaser, the PurchaSer shall be entitled to terminate the Missives by giving to the Seller notice in writing to that effect, and in that eVent the Missives shall terminate as at the date of the notice. If the Missives are so terminated neither Party shall have any liability to the other except in respect of any antecedent breach. Seller to Maintain Property Until the Date of Settlement, the Seller will continue to manage the Property in accordance with good silvicultural practice. Settlement The Seller will deliver to the PurchaSer at settlement in exchange for the Price and any interest due thereon, at the Seller?s cost: 11-1.1 a validly executed disposition in terms to be agreed between the Seller and The Purchaser incorporating the provisions of Condition 7.5 and the new reservations, conditions, servitudes and real burdens and conditions comprising tare-eruption rights, access rights, fencing obligations and rights to service media all as set out in the Summary of New Servitudes and Real Burdens forming Part 2 of the Schedule (in so far as relevant to the Property) together with completed SAP forms for dual registration of the disposition; 11.1.2 the Af?davit validly sworn by the said John Peter Grant of Rothiemurchus in the presence of a Notary Public; 11.1.3 Form 10111 containing personal searches against all relevant parties, brought down to a date as near as practicable to the Date of Settlement (and in any event no earlier than three Working Days prior to the Date of Settlement) and showing no entries adverse to the Seller's interest; 11.1.4 such documents and evidence as the Keeper may require to enable the Keeper to a Land Certi?cate in the name of the Purchaser as the registered proprietor of the Property and containing no exclusion of indemnity in terms of Section 12 (2) of the Land Registration (Scotland) Act 1979 (except in relation to minerals, or a boundary or boundaries of the Property being formed by a river, stream, watercourse or loch, andr'or any matters excepted from the warrandice contained in the disposition); provided the disposition infavour of the Purchaser is presented for registration within fourteen days after settlement, the Land Certi?cate to be issued to the Purchaser will disclose no entry, deed or diligence prejudicial to the Purchaser's interest other than such as are created by or against the Purchaser, or have been disclosed to, and accepted in writing by, the Purchaser prior to the Date of Settlement; 11.1.5 3. Letter of Obligation from the Seller?s solicitors in classic style recommended by the law Society of Scotland; 12 13 14 14.1 14.2 15 11.1.6 validly executed discharges of all subsisting standard securities affecting the Property together with the appropriate completed and signed Land Register of Scotland Fonns and an appropriate remittance to cover the registration dues in reSpect thereof, failing which the Seller's Solicitors shall undertake to deliVer, within 14 days of the Date of Settlement to the Purchascr's Solicitors, duly eXecuted Discharges of all outstanding securities together with the appropriate completed and signed Land Register of Scotland Forms and an appropriate remittance to cover the registration dues in respect thereo; and 11.1.7 all SAF Forms (duly signed by the Seller?s Solicitors) required in relation to dual recording of the disposition to give effect to the real burdens and servitudes created within the said disposition, together with an appropriate remittance to cover the registration dues in respect thereof. Access Prior to the Date of Settlement the Purchaser and their surveyors and other professional advisers will be entitled to have access to the Property for inspection pmposes at all reasonable times, provided that such access is by prior notice to and arrangement with the Seller and in so doing the Purchaser shall make good all injury and physical damage thereby directly caused to the Property by the Purchasor. Con?dentiality The Purchaser and the Seller will not disclose details of the Missives or the acquisition of the Property by the Purchaser to the press or otherwise without the prior written consent of the other party. Any press release relating to the acquisitionlsale of the Property is to be agreed in writing between the Purchaser and the Seller prior to its publication both parties acting reasonably. Notices Any notice requiring to be given pursuant to the Missives shall be in writing and shall be deemed to be duly served if left at or sent by post or fax to the parties? respective addresses stated herein or such other address as they may respectively no?fy from time to time to the other Party or if left at or sent by post or fax to the Parties? respective solicitors. Any such notice shall be deemed to be served at the time when the same is handed or left at the relevant address or if sent by post, on the second day (not being a Saturday, Sunday or public holiday) next following posting provided that the notice was properly addressed, prepared or posted, or if sent by fast on the date of transmission, provided that in the case of a notice sent by fax after 5pm, the date of receipt shall be deemed to be the next Working Day following. Entire Agreement The Missives (including the armexations thereto) shall be and express the ?ll and complete agreement between the Seller and the Purchaser relating to the sale and purchasc of the Property and shall supersede all (if any) previous ccmmunings, discussions, or agreements between the Seller and the Purchaser relating thereto. 13 16 17 18 19 20 Unenforceable Provisions If any term or provision of the Missives or the application thereof to any person or circumstances shall to any extent be invalid or unenforceable, the remainder of the Missives or application of such term or provision to persons or circumstances other than those as to which it is invalid or unenforceable shall not be a?'ected thereby and each term and provision of the Missives shall be valid and enforceable to the fullest extent permitted by law. Governing Law The MissitIes shall be construed and interpreted in accordance with the Law of Scotland and the Seller and the Purchaser prorogate the jurisdiction of the Scottish Courts. Option for Hydro Electric Schemes Whereas Parties have agreed that the Seller will reServe certain rights to facilitate the construction of a hydro scheme or schemes on the Property andfor parts of the lands and others of Rothiemurchus retained by them, the Purchaser will grant to the Seller (andfor their assignees or nominees), not later than the ?rst Working Day occurring three months after the Date of Settlement, an option agreement over the Property in relation to the coustructionfinstallation of new plant, machinery, equipment and others associated with hydroelectric schemes which shall incorporate the provisions set out in Part 3 of the Schedule. The remaining terms of the cption agreement shall be as agreed by the Purchaser and the Seller both acting reasonably. Any dispute between the Parties arising in connection with agreeing the provisiOns of the option agreement shall be referred to a single arbitrator who shall be an independent surveyor experienced in hydro scheme developments to be appointed by agreement betWeen the parties or failing agreement appointed on the applicatiOn of either party to the President for the time being of the Royal Institution of Chartered Surveyors (Scottish Branch) or any person authorised at the relevant time to act on his behalf suoh arbitration to be carried out in accordance with the Arbitration (Scotland) Act 2010. The arbitrator shall undertake as a condition of his appointment to issue his decision within forty working days of the date of his appointment. Access Management Protocol The Parties will use all reasonable endeavours to agree and enter into, as soon as reasonable practicable after the Date of Settlement, an access management protocol to regulate (without prejudice to the title conditions and others contained in the Summary of New Servitudes and Real Burdens forming Part 2 of the Schedule which will be incorporated in the dispositiori of the Property to be granted in favour of the Purchaser in so far as relevant to the Property) the rights, interests, obligations and liabilities of the Parties in respect of use, maintenance and management of the access routes lying within andfor serving the Property. Fox and Crow Control Licence The Parties have agreed that for a period of three years from the Date of Settlement the Seller will be appointed by the Purchaser to control foxes and crows on the Preperty and accordingly the Parties will use all reasonable endeavours to agree and enter into, as soon as reasonable practicable a?er the Date of Settlement a Fox and Crow Control Licence incorporating the following provisions: 20.1 20 .2 20.3 20.4 21 22 23 Such Fox and Crow Control Licence will be to control foxes and crows on the Property (but without prejudice to the right of the Purchaser to take steps to control foxes and/or crews from time to time if required); The duration of such Fox and Crow Control Licence shall be for a period of three years commencing on the Date of Settlement; The Purchaser shall pay to the Seller a fee of ?10,000 plus VAT per annum in connection with the services undertaken by the Seller in terms of such Fox and Crow Control Licence; The Seller shall procure that not more than 25% of any one of the Seller?s employee?s contracted hours will be committed to performance of the services under such Fox and Crew Control Licence. Alternative Access at Whitewell Croft In the event of the owner of Whitewell Croft legally preventing or otherwise success?zlly disputing the right of the Purchaser to use that part of the access roads leading to and serving the Property showri between the points and on the Plan, the Seller shall (if requested by the Purchaser) grant to the Purchaser (as owner of the Property) as soon as reasonably possible thereafter a servitude right of access for all purposes (including upgrading roads) from the public road known as Tullochgrue Road across other lands in the ownership of the Seller lying on or towards the West and south of Whitewell Cro?, such servitude right of access to be reasonably suitable for forest management (including harvesting). Stalking The Purchaser acknowledges that there are subsisting contracts relating to sporting activities on the Property which relate to the period after the Date of Entry and undertakes to the Seller (1) to honour the stalkng commitments detailed in Part 4 of the Schedule and (ii) not to cull any roe deer on the Property during the period from the Date of Settlement until Thirty ?rst August Two thousand and fourteen. The Seller shall be entitled to retain all income (if any) received in respect of the stalking commitments detailed in Part 4 of the Schedule and the Purchaser shall not have any claim to any part thereof Conditionality The Missives are expressly conditional on the Purchaser completing a separate purchase of the REMT Subjects so that the Property and the REMT Subjects are purchased by the Purchaser as a 1mm quid. 24 Time Limit This offer, unless sooner wi?ndrawn, shall remain open for acceptance only until 5pm or: Tuesday 15 April 2014, and if written acceptance is not in our hands at or before that time, this offer shall be deemed to have been withdrawn, Your faithfully scribe by Graeme Nisbet (Partner) in the presence of Full name of wimess Victoria Conway The Ca?d?oro 45 Gordon Sheet GlasgowGl 3PE This is the Schedule referred to in the foregoing offer by Harper Macleod LLP on behalf of The Scottish Ministers to Murray Beith Murray on behalf of John Peter Grant of Rothiemurchus and James Patrick Grant The Younger of Rothiemurchus relative to purchase of subjects known as Rothiemurchus Upper Forest, Inverness-shire Part 1 ?Plan Part 2 Summary of New Servitudes and Real Burdens HYDRO ELECTRIC SUMMARY OF NEW SERVITUDES AND REAL BURDENS DEFINITIONS The following de?ned terms have the following meanings:- All Necessary Purposes pedestrian and vehicular access for all types and specification of vehicles together with equipment and materials for all necessary purposes including without prejudice to the foregoing generality all agricultural, estate, building construction and forestry purposes including for timber awesting and extraction Conveyed Property the subjects of sale being the Upper Rothlemurchus Forest Complex Emergency Purposes Only pedestrian and vehicular access for emergency purposes only which vehicular access ls restricted to Light Vehicles and emergency vehicles General Estate Purposes pedestrian and vehicular access for all types and speci?cation of vehicles together with equipment and materials for all necessa ry purposes including without prejudice to the foregoing generality all agricultural, estate and forestry purposes but excluding tirn ber harvesting or extraction Glenmore Glenmore Forest Light Vehicles light vehicles no larger than 4m vehicles up to 4 tonnes (unladeni Lower Rothiemurchus parts of Rothiemurchus Estate retained by John Peter Grant of Rothlemurch us Moormore Servitude Area the area shown on the plan showing the Moormore road end Plan the sale plan REMT Subjects parts of Rothiemurchus Estate retained by the Trustees of the Rothiemurchus Estate Maintenance Trust Upper Rothiemurchus parts of Rothiemurchus Estate retain ed byJames Patrick Grant, the Younger of Rothiemurchus INTERPRETATION 1. Any rights reserved to or granted in favour of any party are exercisable by the tenants, agents, employees, workmen, contractors a nd others authorised by them from time to time. RIGHTS IN FAVOUR OF LOWER RDTHIEMURCHUS 1. Right of access over the route on the Plan for All Necessary Purposes provided that the said right is exercised for the purpose of access to and from parts of Lower Rothiemurchus lyingto the north of point on the Plan Right of access exercisable by John Peter Grant of Rothiernurchus [and his successors and descendants but not his or his foresalds? assignees or dISponees) over the route on the Plan for General Estate Purposes (restricted to Light Vehicles} Right of access over the route H-l-ll-HZ-G-l on the Plan for All Necessary Purposes Right to improve, upgrade, widen and realign any sections of the track between A-B including right to oonstruct and maintain verges, kerbs, embankment, water channels, culverts, bridges, abutments, protective drainage, bell mouths, sight lines, visibility splays, passing places, turning areas and others and for any of the said purposes right to excavate and use deposits of stone, slate, clay, gravel and sand from land within the Conveyed Property adjoining (or within a reasonable distance from] the said track including power to create andfor use such temporary borrow pits as may be necessary subject to: a. agreeing a works programme with the proprietor of the Conveyed Property both parties acting reasonably b. giving the proprietor of the Conveyed Property not less than 1 month?s prior written notice of commencement of works More? rl htto Us seems/? Lower Rothlemurchus with access thereto for all necessary purposes [including maintenance, repair and renewal of same) together with rights to install, lay down and thereafter use, maintain, repair and where necessary renew or replace service media along corridors lying between the points A-B on the Plan which are or may be required to serve Lower Rothiernu rchus [or any part thereof) subject to: a. agreeing the exact route of the service media corridor and a works programme with the proprietor of the Conveyed Property both parties acting reasonably b. giving the proprietorof the Conveyed Property not less than 1 month?s prior written notice of commencement of works Rights to enter the Conveyed Property to inspect, repair, renew and where necessary replace service med la serving Lower Rothiemurchus subject to: a. agreeing with the proprietor of the Co nveyed Property a worls programme both pa rties acting reasona bly in. giving the proprietor of the Conveyed Property not less than 1 month's prior written notice (except in the case of emergency where no notice shall be required} Right to improve or upgrade [exercisable by John Peter Grant of Rothiemurchus {and his successors and descendants but not his or his foresaids? assignees or disponeesll any of the tracks along the routes between on the Plan and create bellmouths at the junctions of the said tracks but only to a standard as may be necESsary for use by Light Vehicles only, and for any of the said purposes right to excavate and use deposiu of stone, slate, clay, gravel and sand from land within the Conveyed Property adjoining {or within a reasonable distance from] the said tracks including power to create and/or use such temporary borrow pits as may be necessary, subject to: 8. 10. a. agreeing the standard of upgrade and specification and a works programme with the proprietor of the Co nveyed Property both parties acting reasonably b. giving the proprietor of the Conveyed Property not less than 1 month?s prior written notice of commencement of works Right to improve, upgrade, widen and realign any sections of the tracks between the points l-i-H1-H2-G?l on the Plan including right to and maintain verges, kerbs, embankments, water channels, culverts, bridges, abutments, protective drainage, bell mouths, sight lines, visibility splays, passing places, turning areas and others and for any of the said purposs right to excavate and use deposits of stone, slate, clay, gravel and sand from land within the Conveyed Property adjoining (or within a reasonable distance From) the said track including power to create andfor use such temporary borrow pits as may be necessa ry subject to: a. agreeing a works programme with the proprietor of the Conveyed Property both parties acting reasonably b. giving the proprietor of the Conveyed Property not less than 1 month?s prior written notice of commencement of works Rights to usa the Moormore Servitude Area as follows: a. for the parking and turning of vehicles for the owners, tenants, occupiers, patrons and staff of businesses serviced by the route b. for the erection and maintenance of appropriate signage relative to businesses serviced by the route subject to approval of any new signage by the proprietor of the Conveyed Property [such approval notto be unreasonany withheld} with rights to improve, upgrade, widen and realign any parts of the Moormore Servitude Area including the right to construct and maintain verges, kerbs, embankments, water channels, culverts, bridges, abutments, protective drainage, sight lines, vlsibil?rty splays, passing places, turning areas and others and for any of the said purposes right to excavate and use deposits of stone, slate, clay, gravel and sand from land within the Conveyed Property including power to create andfor use such temponary borrow pits as may be necessary Right to excavate and use deposits of stone and gravel from land within the Conveyed Property adjoining (or within a reasonably distance from] access tracks within the Conveyed Property including power to createfuse such temporary borrow pits as may be reasonably required for maintaining, improving and upgrading tracks on Lower Rothiemurchus lying within 300 metres of the Conveyed Property. 11. Right to connect into those parts of the Scottish Water pipe lying within the Conveyed Property with rights of access for maintenance or renewal of same subject to obtaining the consent of Scottish Water BURDENS AND SERVITUDE CONDITIONS ON LOWER ROTHIEMURCHUS 1. All rights to be exercised subject as follows: a. causing least inconvenience and nuisance and minimum disturbance or disruption (whether by noise, dust, yib ration, obstruction or othemrise} obtaining all necessary statutory consents all works to access routes to be carried out as quickly as reasonably practicable in a good woricrnaniike manner by competent contractors and giving notice of any material delays or changes making good any damage indemnifying against any claims arising from negligence in the exercise of the said rights or breach of servitude conditions ensuring employees, agents, etc. using the said rights comply with the servitude conditions and giving notice of any breaches rights to create new borrow pits shall be subject to the site of any new borrow pits being agreed both parties acting reasonably. - seeminsuisil all sealics eisjeeisjatien; Petr. sips 31'- a quarry regulation in force from time to tin-re.~ Deleted: 1 RIGHTS IN FAVOUR OF UPPER 1. Right of access over the route on the Plan for All Necessary Purposes 2. Right to upgrade, widen and realign any sections ofthe track between on the Plan and create bellmouths at the junctions of the said track and for any of the said purposes right to excavate and use deposits of stone, slate, clay, gravel and sand from [and within the Conveyed Property adjoining [or within a reasonably distance from] the said track Including powerto create andz'or use such temporary borrow pits as may be necessary, subject to: a. agreeing the standard of upgra tie and speci?cation and a works program me with the proprietor of the Conveyed Property both pa rtia acting reasonably b. giving the proprietor of the Conveyed Property not less than 1 month?s prior written notice of commencement of works 3? ee?wude ri us Upper Rothiemurchus with access thereto for all necessary purposes (including maintenance, repair and renewal of same] together with rights to install, lay down and thereafter use, maintain, repair and where necessary renew or replace service media along corridors between the points and C-F on the Plan which are or may be required to serve Upper Hothiemurchus {or any part thereof} subiect to: a. agreeing the exact route ofthe service media corridor and a works programme with the proprietor of the Conveyed Property both parties acting reasonably in. giving the proprietor of the Conveyed Property not less than 1 month?s prior written notice of commencement of works 4. Rights to enter the Conveyed Property to inspect, repair, renew and where necessary replacing semice media serving Upper Rothiemurchus subject to: a. agreeing with the proprietor of the Conveyed Property a works programme both parties acting reasonably by giving the proprietor of the Conveyed Property not less than 1 month?s prior written notice {except in the case of emergency-where no notice shall be required] 5. Rights to enter the Conveyecl Property to inspect, repair, renew and where necessary replace service media serving Lower Rothiemurchus subject to: a. agreeing with the proprietor of the Conveyed Property a worlc; programme both parties acting reasonably b. giving the proprietor of the Conveyed Property not less than 1 month's prior written notice (except in the case of emergency where no notice shall be req uired] 6. Right to excavate and use deposits of stone and gravel from land within the Conveyed Property adjoining [or within a reasonably distance from} access tracks within the Conveyed Property including power to createfuse such temporary borrow pits as may be reasonably required for maintaining, improving and upgrading tracks on Upper Rothiernurchus lying within 300 metres of the Conveyed Property. 7. Right to connect into those pars of the Scottish Water pipe lying within the Conveyed Property with rights of access for maintenance or renewal of same subject to obtaining the consent of Scottish Water BURDENS AND SERVITUDE CONDITIONS ON UPPER ROTHIEMURCH US 1. All rights to be exercised sublect as follows: a. causing least inconvenience and nuisance and minimum disturbance or disruption (whether by noise, dust, vibration, obstruction or otherwise] b. obtaining all necessary statutory consents c. all works to access routes to be carried out as quickly as reasonably practicable in a good workmaniike manner by competent contractors and giving notice of any material delays or changes d. making good any damage e. indemnifying against any claims arising from negligence in the exercise of the said rights or breach of servitude conditions f. ensuring employees, agents, etc. using the said rights comply with the servitude conditions and giving notice of any breaches g. rights to crte new borrow pl? shall be subject to the site of any new borrow pits being agreed both parties acting reasonably. 11- seaminmte all massage,? quarry regulation In force from timetotin'ieL VARIATION OF UPPER ROTHIEMURCHUS EXISTING RIGHTS 1. Existing rights to upgrade, widen, realign accesses serving Upper Rothiernurchus lying within the Conveyed Property will be varied to provide that such rights will be exercised subject to: a. agreeing 3 works programme with the proprietor of the Conveyed Property both parties acting reasonably giving the proprietor of the Conveyed Property not less than 1 month's prior written notice of commencement of woris RIGHTS IN FAVDUR OF TH REMT SUBJECTS 1. Right of access over the route on the Plan for All Necessary Purposes. 2. Right to upgrade, widen and realign any ofthe tracks along the routes between on the Plan and create bellmouths at the junctions of any of the said tacks, including right to construct and maintain verges, kerbs, embankments, water channels, culverts, bridges, abutments, protective drainage, sight lines, visibility splays, passing places, turning areas and others and for any-of the said purposes right to excavate and use deposits of stone, i slate, clay, gravel and sand from [and within the Conveyed Property adjoining {or within a reasonable distance from} the said track including power to create andfor use such temporary borrow pits as may be necessary, subject to: a. agreeing the standard of upgrade and speci?cation with the proprietor of the Conveyed Property both parties acting reasonably . giving the proprietor of the Conveyed Property not las than 1 month?s prior written notice of commencement of works and estimated timescales for completion of the works the REMT Subjects with access thereto for all necessary purposes (including maintenance, repair and renewal of same) together with rights to install, lay down and thereafter use, maintain, repair and where necessary renew or replace service media along corridors between the points on the Plan which are or may be required to serve the REMT Subjects (or any part thereof] subject to: a. agreeing the exact route of the service media corridor with the proprietor of the Conveyed Property both parties acting reasonably b. giving the proprietor of the Conveyed Property not less than 1 month?s prior written notice of commencement of works and estimated timescales for completion ofthe works 4. Rights to enter the Conveyed Property to inspect, repair, renew and where necessary- repiace service media serving the REMT Subjects subject to: a. giving the proprietor of the Conveyed Property not less than 1 month?s prior written notice [except in the case of emergency where no notice shall be required} b. agreeing with the proprietor of the Conveyed Property estimated timescales required to carry out any works and the terms on which invasive ground works can be carried out 5. Right to excavate and use deposits of stone and gravel from land within the Conveyed Property adjoining {or within a reasonably distance from) access tracks within the Conveyed Property including power to createj'use such temporary borrow pi? as may be reasonably required for maintaining, improving and upgrading tracks serving the REMT Subjects lying within 300 metres of the Conveyed Property. BURDENS AND SERVITUDE CONDITIONS ON THE REMT SUBJECTS 1. All rights to be exercised subject as follows: a. causing least inconvenience and nuisance and minimum disturbance or disruption {whether by noise, ust, vibration, obstruction or otherwise] obtaining all necessary statutory consents all works to access routes to be carried out as quickly as reasonably practicable in a good workmanlike manner by competent contractors and giving notice of any material delays or changes making good any damage ind emnifying against any claims arising from negligence in the exercise of the reserved rights or breach of servitude conditions ensuring employees, agents, etc. using the reserved righls comply with the servitude conditions and giving notice of any breaches rights to create new borrow pits shall be sublect to the site of any new borrow pits being agreed both parties acting reasonably. qua rry regulation in force from time to timen RIGHTS IN FAVOUR OF THE CONVEYED PROPERTY 10 1. Access over the routes P-X-W, and on the Plan [and in all directions and between any combination or combination of routes between the said points as will permit access to and from the Conveyed Property over Lower Rothiemu rchus to the nearest publicly adopted roads} for All Necessary Purposes subject as follows: a. the proprietor of Lower Rothiemurchus will be entitled at any time to realign the track along the route between L-K on the Plan provided that the proprietor of Lower Rothiemurchus must notify the proprietor of the Conveyed Property of its intention to realign the route and estimated timescales for completion of the realignment, provide a new route which is of no less a standard than is reasonably equivalent to the existing access route, provide the proprietor of the Conveyed Property with an alternative access route which is reasonably equivalent to the existing access route until the new route is formed and (iv) bear all costs related to the realignment including parties? reasonable legal costs for formally varying the servitude routes Access over the route M-X on the Plan for Emergency Purposes Only Right to improve, upgrade, widen and realign any of the tracks aIOng the routes between P- X-W, L-IC-J and on the Plan including right to construct and maintain verges, kerbs, embanicments, water channels, culverts, bridges, abutments, protective drainage, bell mouths, sight lines, visibility splays, passing places, turning areas and others and the right to connect such tracks into the Property subject to: a. agreeing the standard of upgrade and speci?cation and a works programme with the proprietor of Lower Rothlemurchus both parties acting reasonably in. giving the proprietor of Lower Rothlernurchus not less than 1 month?s prior written notice of commencement of works Rights to install, lay down, maintain, repair and where necessary renew or replace service media along corridors lying between the points Hi and P-X-W on the Plan subject to: a. agreeing the exact route of the service media corridor with the proprietor of the Lower Rothiemu rchus and a works programme both parties acting reasonably b. giving the proprietor of the Lower Rothiemurchus not less than 1 month?s prior written notice of commencement of works Right to use for drainage all existing pipes, drains, ditches and others (if any) lying within Lower Rothiemurchus andfor Upper Rothiemurchus presently serving the Conveyecl Property with rights of access for maintenance or renewal of same . So far as the proprietor of Lower Rothlemurchus can competently grant, a right to use the prescriptive rights of access between the points we on the Plan bene?ting inter alia the Conveyed Property BURDENS AND SERVITU DE CONDITIONS ON THE CONVEYED PROPERTY 11 1. Rights of ore-emotion in favour of John Peter Grant of Rothiemurchus, James Patrick Grant, the Younger of Rothiemurchus and the Trustees of the Rothiemurchus Estate Maintenance Trust [and their respective successors in title} over the respective pars they have contributed to the Conveyed Property {providing respective Seller with the ability to match any offer Purchaser is prepared to accept) 2. All rights to be exercised subject as follows: a. causing least inconvenience and nuisance and minimum disturbance or disruption (whether by noise, dust, vibration, obstruction or otherwise) b. obtaining all necessary statutory consents c. all works to access routes to be carried out as quickly as reasonably practicable in a good workmanllke manner by competent contractors and giving notice of any material delays or changes d. making good any damage e. against any claims arising from negligence in the exercise of the reserved rights or breach of servitude conditions f. ensuring employees, agents, etc. using the rerved rights comply with the servitude conditions and giving notice of any breaches g. improvementlupgrade works to tracks to be carried out in accordance with work programmes agreed between the parties both acting reasonany quarry regulation inforce from time to timeL Deleted: Deleted: RIGHTS IN FAVOUR 0F GLENMORE 1. Access over the routes and P-X-W on the Plan {and In ail directions and between any combination or combination of routes between the said points as wiil permit access from Glen more over Lower Rothiernurchus {via the Conveyed Property] to the nearest publicly adopted roads} for General Estate Purposes (restricted to Light Vehicies}. BURDENS AND SERVITUDE CONDITIONS 0N GLENMDRE 13 1. All rights to be exercised sublect as follows: a. causing least inconvenience and nuisance and minimum disturbance or disruption (whether by noise, ust, vibration, obstruction or otherwise) obtaining all necessary statutory consents all works to access routes to be carried out as quickly as reasonably practicable in a good workmanllke manner by competent contractors and giving notice of any material delays or changes making good any damage indemnifying against any claims arising from negligence in the exercise of the reserved rights or breach of servitude conditions ensuring employees, agents, etc. Using the reserved righm comply with the servitude conditions and giving notioe of any breaches improvementfupgrade works to tracks to be carried out in accordance with work programmes agreed between the parties both acting reasonably . pompiylniwltil all agglicable legislation; both grimary and secondary including all quarry regulation in force from time to time. RECIPROCAL BURDENS ON ALL PARTIES 14 1. Subject as aftermentioned, the responsibility for, and cost of, maintaining, repairing, 2. renewing, upgrading or replacing the whoIe or any parts of the various access routes will be determined in accordance with the use made of the access routes by each of the parties with any extraordinary damage being made good at the sole cost ofthe party having caused same. Any party upgrading any of the access routes which may be used for All Necessary Purposes to a speci?cation or standard higher than required from time to time for normal forestry operations including harvesting will be responsible at their sole cast for maintaining such access routes to such higher speci?cation. The proprietors of the Conveyed Property and Lower Rothiemurchus will be jointly responsible for the cost of maintenance, repair, renewal and where necessary replacement of the deer fences between the poian on the Plan. Part 3 Provisions for Optioa Agreement Hydro electric schemes Option Period 30 years from the date of execution. In the event that a planning application has been submitted but no decision has been given, (i i) a planning consent has been granted but remains subject to an appeal, call-in or judicial review or similar procedure, planning permission has been granted but the period within which a challenge by any party to the planning permission could be made has not yet expired, or (iv) planning permission has been granted but a grid connection agreement has still to be secured, the option may be extended by an additional 36 month period; declaring all periods will be extended by the duration of any force majeure events. Seller?s rights during the Option Period The Seller will be granted access rights to the Property together with a right to use exisn'ng vehicular access routes within the Property by appointment with the Purchaser (acting reasonably) all as required in order to carry out surveys which are necessary to support planning applications. The Seller will also have right to carry out all other necessary activities including right to install and maintain water ?ow and other measuring equipment, excavation of trial pits, etc. The Seller will be obliged to exercise such rights so as to cause the least practicable disruption to the Seller?s use and occupation of the Pmperty and (ii) to make good as soon as reasonably practicable all damage that arises as a result of the exercise of such rights. Exercise of Option The Seller will have the right to exercise the option for the lease of areas within those parts of the Preperty reasonably required for any hydroscheme or hydroschemes proposed by the Seller on the watercourses known as Am Beanaidh and Allt Druidh. Notwithstanding the Seller may have exercised the option in respect of part of the Property, the option will continue in force in respect of the remainder of the Property insofar as reasonably required for any hydroscheme or hydroschemes preposed by the Seller on the watercourses known as Am Beanaidh and Alli Druidh for the full duration of the option period. Planning Process The Seller will prepare planning applications in consultation with the Purchaser and shall use reasonable endeavours take into account all reasonable representations made by the 19 Purchaser in connection with the same it being aclmowledged that the Seller will have absolute discretion in relation to the ?nal terms of any planning application. Planning Agreements and Conditions The Seller and the Purchaser acknowledge that planning agreements may be required. The Purchaser will enter into all necessary planning agreements provided that the form of any planning agreement is approved in advance by the Purchaser (such approval not to be unreasonably withheld provided that: l. the Seller indemni?es the Purchaser in connection with any costs properly and reasonably incurred by the Purchaser in connection with, or pursuant to, such planning agreement including any planning gain payable in respect of the Seller?s proposed scheme, 2. there are no obligations incumbent on the Purchaser in such planning agreement which are capable of enforcement prior to implementation of the planning permission to which it relates, and 3. as betwoen the Purchaser and the Seller, the Purchaser shall have no continuing liability under the planning agreement with effect from the date of entry under the Lease). Purchaser?s obligations During the option period, the Purchaser will not grant hydro schemes or similar options to any other person on those parts of the Property adjacent to the watercourses lcnown as Am Beanaidh and Allt Druidh. The Purchaser may sell, transfer, charge or otherwise deal with its title to the Property provided that any third party in such a transaction is bound by the terms of the option agreement. The Purchaser may not grant interests which con?ict with any hydroschemes proposed by the Seller on the watercourses lcnown as Am Beanaidh and Allt Druidh unless it can be demonstrated that theso can be terminated before completion of the Lease. The Purchaser will not use the Property for any purpose which will or may interfere with the proposed development or the exercise of rights granted to the Seller. The Purchaser will grant or enter into such agreements as may be reasonably required to allow any hydroelectric scheme to be deve10ped on the Property (or part thereof) in terms of the option to connect to the local electricity network, etc (subject to the Purchaser ?rst approving the proposed route of such 20 connections, such approVal not to be unreasonably withheld or delayed). Prior to construction, the Seller must obtain from the Purchaser the written approval of the scheme or schemes, such approval not to be unreasonably withheld where it can be demonsn'ated beyond reasonable scienti?c doubt that the works to be undertaken will not have a permanent effect on the integrity of the Nature 2000 habitats and species. In the event that the parties cannot agree on the effect then the matter shall be referred to SNH for ?nal detennination. Lease Terms Duration - l75 years from the date of entry (being 28 days after exercise of the option) Rent - ?10 per annum Tenant?s rights - To enjoy the whole of the Landlord?s water rights in and to the watercourses known as Am Beanaidh and Allt Druidh bums with right to use and to harness the water?ow therein for the purpose of generation of electricity as part of the Tenant?s hydroelectric scheme or schemes and to construct and operate hydroelectric schemes within the Property including inlet weirs, forebay chambers, tail races and other in?estructure including telecommunication equipment, underground cabling, overhead line, access roads, hard standings, temporary construction compounds, substations, borrow pits and any other associated inn-astrucnzre necessary (declaring it is intended that turbines associated with any scheme or schemes will be constructed on land retained by the Seller). Tenant?s obligations To comply with all statutes and planning requirements, to keep the leased area in a safe condition, to reinstate (unless the Purchaser otherwise requests) the leased area within 24 months of the expiry of the Lease. Landlord?s obligations To give entry and vacant possession to the leased area on the date of entry, not to use the Property for any purpose which will or may interfere with the proposed development or the exercise of rights granted to the Seller, to enter into any direct agreement with any funder (reasonably required by such funder), to enter into such wayleaves as are required for any export cable or BT and similar telecommunications and electricity operators (subject in each case to the Seller indemnifying the Purchaser in connection with any costs properly and reasonably incurred by the Purchaser in connection with, or pursuant to, the same, and (ii) the Purchaser ?rst approving the proposed route of any such wayleaves and others, such approval not to be unreasonably withheld or delayed). 21 No futtures - Equipment brought on to the land by the Seller shall remain the property of the Seller despite the fact that it may be ?xed to the Subjects. Legal Costs Each party to bear their own. The Seller will be responsible for any SDLT andfor registration dues on any option agreement and Lease. Con?dentiality Neither party either directly or through its professional advisers without the consent of the other party will disclose any of the details of the option agreemt or lease to any third party except insofar as such disclosure is required by law. Part 4 Stalking Commitments Roe deer stalking up to two days per week between mid-May and the end of August a Red deer stalking for up to a maximum often days running until 31 October 2014. 23 Part 5 Draft Af?davit Harper Macleod LLP Affidavit by John Peter Grant or Rothiemurchus Subjects: Access route at Whitewell Grog Rothiemurchus Estate Ref: SH FAS: 3889 HarporMacleod LLP Tho Ca'd?aro 45 Gordon Sims! Glasgow G1 Tel +44 (0)141 221 8835 Fax +44?Dj141 226 4193 e-ma? mm.harpennadend.co?uk nx GWEE LP 5. Glasgaw 6 Gla sgaw Edinburgh Invamau l, IJOHN PETER GRANT of ROTHTEMURCHUS {fennel-1y known as John Peter Grant, the_ Younger ofRothier-nurchusl residing at The Doune of Ro??emurchus. bv Aviernore? lnverneg; - shire do solemnly and sincerely swear as follows Deleted: [insert nnmn} Deleted: [insert Forrnatbed: Font: NotEolo? 1- session): toss; [39951331113 assesses - Deletes 4M webs Fear of Sasioes applicable to the County of Inveruess on 20'h July 1976,3cpeijjyithiggtpi? Pearson and Robert McArthuos .astiss esterj?seiquttust glasses amt. Ih?uuns?u! father, Lieutenant Colonel John Peter Grant, MBJS of Rothiemumhus dated 1611' gpril R?imw?mi were in the Books of Council 3.: Session on 16?? January 1967 (Eh-c? mm We Trustees" to me portiquhejgnq pgdP?aiqgg?o?igp?cbgg?f??. memes- 2. By virtue of the some of Selection by the Trustees dated :23rd November and 6'1? it?. I December both months 1984, was selected as the bene?ciary entitled to the \i?f remainder of Rothiemurchus Estate. I was transferred the remainder of the lands of Rothiernurchus Estate by virtue of the Disposition by the Trustees in my favour I recorded in the gaid Division of the Begistet; that the land conveyed to me by virtue of the last mentioned Disposition ?as under-ET exception of the land I requested the Trustees to convey to the Trustees of the Rothiemurchus Estate Maintenance Trust and to the Trustees of my Children?s Deleted: Settlement acting under Deed of Trust gained by me dated dated 14?? April [9801 3. By virtue of the aforementioned Dispositions in my favour I have been owner of the said parts of Rothiemurchus estate since the date of the respective Dispositions. Ftn'thennore. I have, since 1976, been the Factor for the full Rothiemurohus Estate and as such owner and Factor have extensive knowledge of the estate in general. 4. I am aware that in 1979 I sold the cro? known as Whitewell Croft to Desmondv?u Nethersole Thompson. This land formed part of the land conveyed to me by the Numbering Trustees in 1976. As part of that sale the access track shown between the points on the plan annexed hereto was included with the land soldw 4' S. the fact that the part of the access track between points on the-f,h - - Formatted: Font: (Default) Times New Roman, 11.5 pt Formatted: Duulne numbered Level: 1 Numbering Style: 1, 2, 3, .. 1 ngnment: Lelt Allgned at: Don +Tab alter: 1.5 cm 4- Inoent at: 1.5 cm Deleted: fact that the port oftbc access track between point: we sold in 1979. I and my :tn??bnvouccd the said access Buck between the point! regularly. without iota-rumba or objectim since 1979 fol-all nonna?l forestry purposel. which inciudos. but is not limited to forestry monument. timber hmeslirlg nod decreomml? Deleted: rmurt new] Ian annexed and si ed as relative hcret was Id in 1979 and staff'th us the said access track between the said points recularlv. without interruption or ob'ection since l9 9 for all rma amt 'culmral and fore 1: es includin tirn per harvestingI forestrv management and deer control Sworn by the above namcdgohn Peter Grant of __lon_t_h?l_ lday_ of Two thousand and before me, [insert name], Notary Public of [insert address}. Notary Public [insert name] Part 6 - Disclosed Designations 1. 2. Cairngorms SPA SAC North Rothiemurchus Pinewood Caimgorms NNR NSA Golden Eagle Special Protection Areas River Spey Tributaries SAC National Park 25 Part 7 Disclosed Schemes 1. SRDP Rural Priorities Payment Schedule of Works and Payment Schedule (RDC REF ID: WGS 03 03000069 WGS 0303000376 WGS 0303000460 WGS 030/0008]? WGS 0301001149 26 . . . 6;;ng . . . . inky/H! mm New